HomeMy WebLinkAboutCDCpkt2012-08-02COMMUNITY
DEVELOPMENT
CORPORATION
August 2, 2012
Regular Meeting Packet
AGENDA
REGULAR MEETING
OF ANNA COMMUNITY DEVELOPMENT CORPORATION
August 2. 2012 at 5:00 p.m.'
cri�,oaauurr ANNA CITY HALL ADMINISTRATION BUILDING,
.dr;io�znno�� 111 N. POWELL PKWY., ANNA, TEXAS
The Anna Community Development Corporation will conduct a meeting at 5:00 a.m.' on
August 2, 2012, at the Anna City Hall Administration Building, 111 N. Powell Parkway,
to consider the following items:
1. Call to Order.
2. Roll Call and Establishment of Quorum.
3. Invocation and Pledge.i
4. Discussion regarding the annual agreement with the Greater Anna Chamber of
Commerce.
5. Consider/Discuss/Action regarding
Shop Local, Shop Anna program.
it
6. CLOSED SESSION (exceptions):
renewing our agreement with Web QA the
a. Deliberate regarding the purchase, exchange, lease or value of real IIA?
property. (Tex. Gov't Code §551.072);
b. Consult with legal counsel on matters in which the duty of the attorney to
the governmental body under the Texas Disciplinary Rules of Professional
Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the
Government Code (Tex. Gov't Code §551.071);
C. Discuss or deliberate Economic Development Negotiations:
(1) To discuss or deliberate regarding commercial or financial information
that the Board of Directors has received from a business prospect that the
Board of Directors seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the Board is conducting
economic development negotiations; or
(2) To deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code §551.087)
' ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation
meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin Immediately
after the conclusion of the meeting of the Anna Economic Development Corporation.
IMPORTANT LEGAL NOTICE: The Corporation may vole and/or act upon each of the items listed in this agenda. The
Corporation reserves the right to retire Into executive session concerning any of the items listed on this agenda, whenever
it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this
meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the
meeting so that appropriate arrangements can be made.
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7. Consider/Discuss/Action regarding approving the proposed fiscal year 2012-2013
budget.Cyt
sh'v ( f -b (JA
8. Consider/Discuss/Action regarding approving the meeting minutes from June 11,
2012 andZduy�. I G�M e -6-
9. Adjourn.
This is to certify that I, Jessica Perkins, Chief Administrative Officer, posted this agenda
at a place readily accessible to the public at the Anna City Hall and on the City Hall
bulletin board at or before 5:00 p.m., July 30, 2012.
lwt'g�- �' ZIA�
ssica Perki s Chief Administrative Officer
IMPORTANT LEGAL NOTICE: The Corporation may vole and/or act upon each of the items listed in this agenda. The
Corporation reserves the right to retire Into executive session concerning any of the Items listed on this agenda, whenever
it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this
meeting and who may need assistance should contact the City Secretary at 972-9243325 two working days prior to the
meeting so that appropriate arrangements can be made.
DEVELOPMENT
CORPORATION
Meeting: August 2, 2012
Budgeted Amount: n/a
Item No. 4
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: X Yes No
AGENDA SUBJECT: Discussion regarding the annual agreement with the Greater
Anna Chamber of Commerce
SUMMARY: The GACC would like to present their successes and plans for the
upcoming fiscal year.
STAFF RECOMMENDATION: n/a
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: August 2, 2012
Budgeted Amount: n/a
Item No. 5
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: X Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding renewing our agreement with
Web QA the Shop Local, Shop Anna program.
SUMMARY: The Shop Local program seems to be picking up momentum. Staff asks
that we renew for one more year and continue to track usage to the site and collect
comment from area businesses on the program.
STAFF RECOMMENDATION: Staff recommends you pass the resolution.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
AUTHORIZING THE EXPENDITURE OF FUNDS TO PROMOTE BUSINESSES THAT
HAVE LOCATED IN OR NEAR THE CITY OF ANNA, TEXAS
WHEREAS, the Anna Community Development Corporation (the "CDC') desires to
authorize the promotional expenditure of funds to assist the City of Anna in promoting
local businesses that have located in or near the City of Anna, Texas; and
WHEREAS, the CDC has determined that this expenditure of funds is in the best
interests of the CDC and will promote economic and community development in and
near the City of Anna; and
WHEREAS, the CDC anticipates that the City of Anna City Council will approve a
service contract between the City and WebQA, Inc. to provide for the promotion of local
businesses and the CDC has determined that the funding authorized herein is
contingent on such contract being approved by the City and fully consummated.
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY
DEVELOPMENT CORPORATION, THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Authority to Expend Funds for Promotion of Local Businesses
The Anna Community Development Corporation approves the expenditure of
$ to assist in funding the services anticipated to be rendered by WebQA, Inc.
to promote local businesses and that such funding is contingent on the City of Anna and
WebQA, Inc. entering into a mutually agreeable and enforceable written agreement for
said services for a period of one year.
PASSED AND APPROVED by the Anna Community Development Corporation this
day of 2012.
APPROVED:
ATTEST:
Jason Focht, CDC President Sherilyn Godfrey,
Secretary
CDC OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 1
Item No. 6
Anna
Community Development
Corporation Agenda Staff Report
Meeting: August 2, 2012 Staff Contact: Jessica Perkins
Budgeted Amount: n/a Exhibits: _Yes _X No
1. AGENDA SUBJECT: CLOSED SESSION (exceptions):
a. Deliberate regarding the purchase, exchange, lease or value of real
property. (Tex. Gov't Code §551.072);
b. Consult with legal counsel on matters in which the duty of the attorney to
the governmental body under the Texas Disciplinary Rules of Professional
Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the
Government Code (Tex. Gov't Code §551.071);
C. Discuss or deliberate Economic Development Negotiations:
(1) To discuss or deliberate regarding commercial or financial information
that the Board of Directors has received from a business prospect that the
Board of Directors seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the Board is conducting
economic development negotiations; or
(2) To deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code §551.087)
SUMMARY: n/a
STAFF RECOMMENDATION: n/a
Item No. Z
Anna
Community Development
Corporation Agenda Staff Report
Meeting: August 2, 2012 Staff Contact: Jessica Perkins
Budgeted Amount: n/a Exhibits: X_Yes No
AGENDA SUBJECT: Consider/Discussion/Action regarding approving the proposed
fiscal year 2012-13 budget.
SUMMARY: n/a.
STAFF RECOMMENDATION: Staff recommends you approve the budget.
Meeting: August 2, 2012
Item No. _8
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Budgeted Amount: n/a Exhibits: _X—Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding approving the regular
meeting minutes from June 11, 2012 and o . I
SUMMARY: n/a
STAFF RECOMMENDATION: Staff recommends you approve the minutes.
MINUTES OF SPECIAL MEETING OF THE
ANNA COMMUNITY DEVELOPMENT CORPORATION
11FIT, "M
COMMUNITY Monday, June 11, 2012
DFVF_I_OPMFNT
CO PI'OR/; I fitpl
The Anna Community Development Corporation ("CDC") of the City of Anna met at 8:07
p.m., on June 11, 2012, at the Anna City Hall Administration Building, 111 North Powell
Parkway (Hwy. 5), Anna, Texas.
Call to Order
Jason Focht, President, called the meeting to order and the following items were
presented to the Directors for its consideration after roll call and the
establishment of a quorum.
2. Roll Call and Establishment of Quorum.
Directors in attendance were: Jason Focht, Gene Bowles, Connie Stump,
Sherilyn Godfrey and John Houcek.
Directors absent were: Duane Hayes and Sarah Jones.
A quorum was declared present and the floor was open for business.
Others in attendance were: Jessica Perkins, Chief Administrative Officer; and
Clark McCoy, Attorney for CDC,
3. Invocation and Pledge.
Skipped due to the hour.
4. Public Hearing regarding outdoor recreation project including a public park
and open space facility improvements.
J a,'r.�,
The President, .JaM Focht, declared the Public Hearing opened at 8:05 p.m. No
citizens attending the meeting; therefore, the hearing closed at 8:06 p.m.
5, Consider/Discuss/Action regarding passing a resolution to approve and
authorize the proposed project plan of finance for city park improvements.
CDC needs to secure funds to complete Phase II of Slayter Creek Park. Gene
Bowles made a motion to approve the resolution and authorize the CAO and
CDC's Financial Advisor to pursue and obtain financing in the amount of $1.6M.
Furthermore, the motion stated that the funding agreement would be subject to
the approval of CDC's legal counsel, as to form and substance, and the approval
I. The Corporation may vote and/or act upon each of the items listed in this agenda.
2. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda,
whenever it is considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the office of the
City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate arrangements can be made.
06-11-2012 Special CDC Minutes.doc
of City Council. Connie Stump seconded the motion. Motion passed. None
opposed.
6. Consider/Discuss/Action regarding passing a resolution to purchase a
canopy to cover the playground at Slayter Creek Park.
CDC has budgeted $50,000 for park improvements. Connie Stump made a
motion to approve the resolution and authorize an expenditure of funds, in the
amount of $26,600 for a large canopy to cover the entire playground at Slayter
Creek Park. Gene Bowles seconded the motion. Motion passed.
Consider/Discuss/Action regarding passing a resolution to contract and
purchase an irrigation system for Bryant Park.
CDC has budgeted $50,000 for park improvements. The staff believes that it
would be appropriate to irrigate Bryant Park to strengthen the turf to improve the
uses of the park. Sherilyn Godfrey made a motion to approve the resolution and
to authorize an expenditure of funds, in the amount of $10,000, for an irrigation
system. Connie Stump seconded the motion. Motion passed.
8. Consider/Discuss/Action regarding passing a resolution to contract and
purchase an irrigation system for Geer Park.
CDC has budgeted $50,000 for park improvements. The staff believes that it
would be appropriate to irrigate Geer Park to strengthen the turf to improve the
uses of the park. Gene Bowles made a motion to approve the resolution and to
authorize an expenditure of funds, in the amount of $10,000, for an irrigation
system. Connie Stump seconded the motion. Motion passed.
9. Consider/Discuss/Action regarding passing a resolution to purchase
advertising space in the Greater Anna Chamber Business Directory.
Historically, CDC has placed an advertisement in the GACC business directory.
Jessica Perkins believes that would be a good opportunity for the Board to
promote the "Shop Local" website. Gene Bowles made a motion approving a
contract with the GACC, regarding its production of a local business directory;
authorizing the expenditure of funds in the amount $575.00 for a one-half page
advertisement promoting the "Local Shop" website; and for Jessica Perkins, at
her discretion, choose the placement of said ad. Sherilyn Godfrey seconded the
motion. Motion carried.
10. HOLD CLOSED: (exceptions):
a. Deliberation regarding the purchase, exchange, lease or value of real
property. (Tex. Gov't Code §551.072);
b. Consult with legal counsel on matters in which the duty of the attorney to
the governmental body under the Texas Disciplinary Rules of Professional
1. The Corporation may vote and/or act upon each of the items listed in this agenda.
2. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda,
whenever it is considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the office of the
City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate arrangements can be made.
06-11-2012 Special CDC Minutes.doc
Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the
Government Code (Tex. Gov't Code §551.071); and,
c. Discuss or deliberate Economic Development Negotiations:
(1) To discuss or deliberate regarding commercial or financial information
that the Board of Directors has received from a business prospect that the
Board of Directors seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the Board is conducting
economic development negotiations; or
(2) To deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code §551.087).
Not necessary.
11. Review of fiscal year 2011-2012 bills and budget.
There were no bills for the Directors to review since invoices for legal services,
employment services, or contracted services have previously been approved.
12. Consider/Discuss/Action regarding approval of the meeting minutes from
May 10, 2012 and May 15, 2012.
The names of the directors attending the meeting were omitted from both sets of
minutes. For the May 10, 2012 minutes under paragraph 2, Roll Call and
Establishment of Quorum, directors in attendance were: Connie Stump, Gene
Bowles, John Houcek, and Duane Hayes. The spelling of Gene Bowles' last
name was to be corrected as well. For the May 15, 2012 minutes under
paragraph 2, Roll Call and Establishment of Quorum, directors in attendance
were: Connie Stump, Gene Bowles, John Houcek, Jason Focht, Sarah Jones,
and Sherilyn Godrey.
Sherilyn Godfrey made a motion to approve the minutes as corrected. John
Houcek seconded the motion. Motion passed.
13. Adjourn.
Connie Stump made a motion to adjourn the meeting. Gene Bowles seconded
the motion. Motion carried and the meeting adjourned at 8:24 p.m.
APPROVED:
Jason Focht
President of CDC
ATTESTED:
Sherilyn Godfrey
Secretary of EDC
1. The Corporation may vote and/or act upon each of the items listed in this agenda.
2. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda,
whenever it is considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact the office of the
City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate arrangements can be made.
06-11-2012 Special CDC Minutes.doe
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013
THIS AGREEMENT FOR SPONSORSHIP COMMITMENT (this "Agreement") is made
by and between the Anna Community Development Corporation ("CDC"), and the
Greater Anna Chamber of Commerce, Inc. ("GACC") and entered into on this
day of 20.
Section 1. Summary
During the CDC's 2012-2013 fiscal year, the CDC hereby promises to make certain
payments to the GACC to sponsor certain GACC events that GACC promises will
promote the CDC and the growth and the development of the City. The amount of
each payment is specified under this Agreement for each corresponding GACC event.
Each payment is to be provided to the GACC prior to each event, but is contingent
upon GACC providing a letter of intent to organize and hold the corresponding event
and meet the corresponding benchmarks set forth herein, as well as to adequately
promote the CDC and the City.
Section 2. Definitions
For purposes of this Agreement, the following meanings shall apply:
(a) City shall mean the City of Anna, Texas.
(b) CDC shall mean the Anna Community Development Corporation, a Texas
nonprofit corporation.
(c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas
nonprofit corporation.
(d) Sponsor shall mean a person or corporation that pays or provides something of
value to the GACC in connection with a GACC event in exchange for GACC
providing promotional marketing or any other benefits associated with the GACC
event.
(e) Sponsorship Benefits shall mean at least that amount of sponsorship
designation, advertising in print and broadcast media, marketing materials and
opportunities, onsite and offsite signage and marketing, public relations benefits
and all other benefits listed in this Agreement and/or otherwise available that
would promote the CDC to an extent equal to or greater than any other Sponsor
of the GACC event in question. In other words, Sponsorship Benefits shall
provide the CDC with at least "equal billing" compared with any other Sponsor
and shall provide the highest level of promotional or other benefits made
available or provided to any other Sponsor, regardless of the amounts paid by
the CDC as compared with other Sponsor Designation includes and shall mean:
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 1 OF 9
(1) the CDC shall be named as a Sponsor of the GACC event, that the CDC
may use the same designation in all GACC-approved advertising,
merchandising and promotions; and
(2) the CDC shall have first right of refusal as a Sponsor of any subsequent
events arising out of any of the GACC events in future years.
Section 3. General Requirements
3.01 Letter of Intent
The GACC agrees to provide to the CDC a letter of intent prior to each event and prior
to the CDC's payment to GACC of any funds for such event. The letter of intent will be
drafted on a standard form attached as "Exhibit A", and incorporated herein as if set
forth in full. The letter of intent shall include a promise by the GACC to organize and
hold the specific event setting forth its purpose and goals including the benchmark
provisions set forth in this Agreement and shall constitute further binding contractual
responsibilities of the GACC to attain those benchmarks and adequately promote the
CDC. The letter of intent for any given event may set forth a different amount
requested to be paid by the CDC than the amount estimated for such event as set
forth in Section 4 of this Agreement.
3.02 Sponsorship Benefits
The GACC agrees to furnish all materials, equipment, tools and other items necessary
to provide Sponsorship Benefits to the CDC, and, in addition, all Sponsor
Designations, advertising in print and broadcast media, marketing materials and
opportunities, onsite and offsite signage and marketing, and all other public relations
and promotional benefits as further described in this Agreement under each specific
event.
Advertising in print and broadcast media includes the CDC's identification as Sponsor
on all print advertising secured promoting the GACC event. All such advertising shall
reference the CDC as: The City of Anna Community Development Corporation.
Marketing materials and opportunities, onsite signage and marketing, and public
relations benefits will be provided for under each specific event in this Agreement.
Section 4. GACC Events
The GACC and CDC anticipate CDC sponsorship of the following events and provides
specific terms of compensation, Sponsorship Benefits, goals and benchmarks to
gauge promotional impact:
4.01 Glowfest 2012
Name/Purpose: Glowfest 2012, Community Fall Festival
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 2 OF 9
Date, Time, Location of Event: All Day on Saturday, October 29, 2011 at Slater Creek
Park (and surrounding private property)
Deadline for GACC to provide letter of intent to CDC: Monday, September 24, 2012
Estimated Compensation amount: $7,500.00
Due Date of Payment: Monday, October 15, 2012
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration form; listed as "Platinum Level" sponsor
in newspaper advertisement and article
Promotional Benchmark Requirements: GACC will provide approximate headcount of
attendees' and geographic locations where attendees reside.
4.02 2012 Christmas Parade and Winter Wonderfest
Name/Purpose: 2012 Christmas Parade and Winter Wonderfest - Community Festival
and Parade
Date, Time, Location of Event: All Day on Saturday, December 10, 2011, parade
route
Deadline for GACC to provide letter of intent to CDC: Monday, November 12, 2012
Estimated Compensation amount: $2,500.00
Due Date of Payment: Monday, November 26, 2012
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration forms; listed as sponsor in newspaper
advertisement and article
Promotional Benchmark Requirements: GACC will provide a count or list of float
participation.
4.03 2013 Annual Banquet
Name/Purpose: 2013 Annual Banquet - Awards and appreciation banquet as well as
a promotional event for current and prospective businesses in our community.
Date, Time, Location of Event: 5:00pm — 11:00pm Saturday, February 23, 2013,
Longhorn Hill Party Barn in Anna, TX
Deadline for GACC to provide letter of intent to CDC: Monday, January 14, 2013
Estimated Compensation amount: $500.00
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 3 OF 9
Due Date of Payment: Monday, February 11, 2013
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: One table at
the banquet; full-page advertisement placed on back of program; advertisement during
event including signage and in PowerPoint presentation
Promotional Benchmark Requirements: GACC will provide list of attendees
4.04 2013 Golf Tournament
Name/Purpose: 2013 Golf Tournament, Networking event for current GACC members
as well as a promotion to prospective new members and businesses
Date, Time, Location of Event: All Day on Monday, April 22, 2013, Hurricane Creek
Country Club
Deadline for GACC to provide letter of intent to CDC: Monday, March 18, 2013
Estimated Compensation amount: $3,000.00
Due Date of Payment: Monday, April 1, 2013
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
postcard distributed throughout Anna, Van Alstyne, Melissa, Sherman & McKinney,
Recognition as Title Sponsor in Program and on signage the day of the event,
opportunity to display promotional material, signage placed on various holes
Promotional Benchmark Requirements: GACC will provide a list of players
4.05 Anna Fireworks Event
Name/Purpose: 2013 Anna Fireworks Event, Community Festival
Date, Time, Location of Event: 5:00pm — Conclusion of Fireworks, Thursday, July 4,
2013 at Slater Creek Park and Anna ISD Football Stadium
Deadline for GACC to provide letter of intent to CDC: Monday, June 3, 2013
Estimated Compensation amount: $7,000.00
Due Date of Payment: Monday, June 17, 2013
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration form; listed as sponsor in newspaper
advertisement and article
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 4 OF 9
Promotional Benchmark Requirements: GACC will provide and estimated number of
attendees
Section 5. Compensation
In consideration of the performance of GACC's obligations under this Agreement,
including the provision of Sponsorship Benefits described herein, the CDC agrees to
pay the GACC the total amount of compensation of ($20,500) during the CDC's fiscal
year 2012-2013, subject to the conditions set forth in this Agreement. Before the CDC
shall have any obligation to make any payment to GACC with respect to any given
event described in Section 4 of this Agreement, the GACC must timely provide the
CDC with a letter of intent—signed by a GACC representative authorized to
contractually bind the GACC—as described in Section 3.01 of this Agreement and the
GACC must submit said letter of intent to the CDC before the applicable deadline for
such event as set forth in Section 4 of this Agreement. The total ($20,500) amount of
compensation shall be made in five separate payments with the amount of each
payment being determined by the CDC by electing one of the two following options
per GACC event: (1) the estimated compensation amount set forth in Section 4 of this
Agreement; or (2) a different amount requested by GACC that is set forth in the letter
of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A.
If the CDC decides to honor any GACC request for a different amount than what is set
forth in Section 4 of this Agreement, the CDC shall thereafter have discretion to alter
the amount of payments it makes with respect to any remaining events so that its
overall compensation paid to the Chamber under this Agreement does not exceed
$15,000 during the CDC's 2012-2013 fiscal year. The GACC shall provide the CDC
with a written receipt.
Section 6. Licenses and Permits
The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any
other costs required for any of the GACC events and to fulfill this Agreement. The
GACC shall take all reasonable steps necessary to ensure that all state, federal, and
local permitting and licensing requirements are met at all times during all GACC
events. The GACC must comply with all federal and state laws, and local ordinances
while organizing and participating in the GACC events.
Section 7. Independent Contractor Status/ Liability/ Indemnity
It is expressly understood and agreed that the CDC has no right of control,
supervision, or direction over any work performed by the GACC relating in any way to
the GACC's undertaking of any of its events (the "Work"), including but not limited to
its employees, agents, contractors, or its subcontractors, nor does the CDC have any
control, supervision or direction of the means, methods, sequences, procedures, and
techniques utilized to complete any of the Work. There shall be no joint control over
the Work. The GACC agrees to fully defend, indemnify and hold harmless the
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 6 OF 9
CDC from any claim, proceeding, cause of action, judgment, penalty, or any
other cost or expense arising or growing out of, associated or in connection
with the Work. The indemnification includes, but is not limited to, attorney fees
incurred by the CDC in defending itself or in enforcing this Agreement. By
entering into this Agreement, GACC waives all rights and remedies in law or in equity
except to seek enforcement of specific performance, without any right to
reimbursement of costs or attorney fees, of the obligations under this Agreement. This
provision is not intended to and does not waive any of the CDC's governmental
immunities, including immunity from suit and liability.
Section 8. Insurance
GACC shall procure and maintain for the duration of this Agreement insurance against
claims for injuries to persons or damages to property, which may arise from or in
conjunction with the performance of the Work or in any way related to the GACC's
undertakings performed in connection with the GACC events, including but not limited
to coverage for GACC, its agents, representatives, employees, contractors, or
subcontractors. The form and limits of such insurance, together with the underwriter
thereof in each case, must be acceptable to the CDC but regardless of such
acceptance it shall be the responsibility of the GACC to maintain adequate insurance
coverage at all times. Failure of the GACC to maintain adequate coverage shall not
relieve the GACC of any contractual responsibility or obligation. Each policy shall
provide that there will be no alteration or modification which reduces coverage in any
way prior to 30 days written notice being given to the CDC. A copy of each policy, or
at the CDC's discretion, a certificate of insurance, shall be filed with the CDC
Secretary.
Section 9. Default
9.01 Events of Default
The occurrence, at any time during the term of the Agreement, of any one or more of
the following events, shall constitute an Event of Default under this Agreement:
(a) the failure of GACC to timely provide the CDC with a properly executed letter of
intent in accordance with the terms of this Agreement prior to each event;
(b) the failure of the GACC event to occur on the scheduled date, or—if the event
cannot occur on the originally scheduled date due to inclement weather—the failure of
the GACC event to be rescheduled and occur in accordance with Section 18 of this
Agreement;
(c) the failure of GACC to provide the CDC with all Sponsorship Benefits enumerated
in this Agreement for each event;
(d) the failure of GACC to meet each promotional benchmark requirement;
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 6 OF 9
(e) the failure of the CDC to pay the GACC according to the compensation terms of
each event when such payment may become due; and
(f) the CDC's or GACC's breach or violation of any of the material terms, covenants,
representations or warranties contained herein or GACC's failure to perform any
material obligation contained herein.
9.02 Uncured Events of Default
Upon the occurrence of an Event of Default by CDC that can be cured by the
immediate payment of money to GACC, CDC shall have 10 calendar days from
receipt of written notice from GACC of an occurrence of such Event of Default to cure
same before GACC may exercise any of its remedies as set forth in this Agreement.
Upon the occurrence of an Event of Default by GACC that does not include the failure
to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10
calendar days from receipt of written notice from CDC of an occurrence of such Event
of Default to cure same, or, if same cannot be effectively cured within 10 calendar
days and fully and effectively provide CDC with the Sponsorship Benefits, the default
may be cured by refunding CDC's entire sponsorship fee, unless such Event of
Default creates or contributes to an emergency situation in which injury to persons or
property reasonably appears imminent, in which case CDC is immediately entitled to
exercise or seek all rights available to it at law or in equity. If with respect to any given
event set forth in Section 4 of this Agreement, there is a failure of GACC to meet a
deadline or a failure described in Section 9.01(b), the CDC shall be entitled to a full
refund of any amounts paid by the CDC to GACC for such event.
Section 10. Amendment; Termination
This Agreement may not be amended except pursuant to a written instrument signed
by both parties. This Agreement shall terminate once both parties shall have
completed performance of their respective obligations hereunder.
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 7 OF 9
Section 11. Notice
Notice as required by this Agreement shall be in writing delivered to the parties via
postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed
below:
L
CDC President
Anna Community Development Corporation
101 N. Powell Parkway
Anna, Texas 75409
. TTITe
GACC Director
Greater Anna Chamber of Commerce
P.O. Box 1256
Anna, Texas 75409
Each party shall notify the other in writing within 10 days of any change in the address
information listed in this section.
Section 12. No Waiver of Immunity
Nothing in this Agreement waives any governmental immunity available to the CDC
under Texas law. The provisions of this paragraph are solely for the benefit of the
parties hereto and are not intended to create or grant any rights, contractual or
otherwise, to any other person or entity.
Section 13. Entire Agreement
This Agreement represents the entire and integrated Agreement between CDC and
GACC and supersedes all prior negotiations, representations and/or agreements,
either written or oral. This Agreement may be amended only by written instrument
signed by both parties.
Section 14. Governing Law and Venue
This Agreement shall be governed by the laws of the State of Texas as to
interpretation and performance. Any and all legal action necessary to enforce this
Agreement shall be brought in a court of competent jurisdiction in Collin County,
Texas or in the United States District Court for the Eastern District of Texas, Sherman
Division.
Section 15. Severability
The provisions of this Agreement are severable. In the event that any paragraph,
section, subdivision, sentence, clause, or phrase of this Agreement shall be found to
be contrary to the law, or contrary to any rule or regulation having the force and effect
of the law, such decisions shall not affect the remaining portions of this Agreement.
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 8 OF 9
Section 16. Contract Interpretation
This Agreement is the result of negotiation between the parties, and shall, in the event
of any dispute over the meaning or application of any portion thereof, be interpreted
fairly and reasonably, and not to be more strictly construed against one party than
another, regardless of which party originally drafted the section in dispute. Time is of
the essence with respect to the deadlines set forth in this Agreement.
Section 17. Force Majeure
If a party is prevented or delayed from performing any of its obligations hereunder due
to a natural or manmade event or condition not caused by such party and beyond
such party's reasonable control, then such party's performance of those obligations
shall be suspended until such time as the event or condition no longer prevents or
delays performance. If any event or condition results in the creation of amounts of
refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be
bound to conclude, terms and conditions for collection of those excess amounts.
Section 18. Inclement Weather
If the GACC cannot reasonably proceed with an event due to inclement weather, then
the GACC shall reschedule the event so that it occurs in reasonably close temporal
proximity to the original date scheduled for the event. A failure to so reschedule and
hold the event is a material breach of this Agreement.
Section 19. Assignment
It is understood and agreed that GACC shall not assign, sublet, or transfer any of the
rights and duties under the terms of this Agreement without the prior written approval of
the CDC.
Section 20. Effective Date
This Agreement shall be effective upon the date first stated herein, and performance
of such Agreement shall begin as soon thereafter as practicable.
IN WITNESS WHEREOF, CDC and GACC have executed this Agreement.
M
Sara Cox
Greater Anna Chamber of Commerce
Jason Schilli
CDC President
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 9 OF 9